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Terms of Use

These Terms of Use (these “Terms”) are made and entered by and between you, whether personally or on behalf of an entity (“you”) and  TheRightFloor LLC, a California LLC (“TheRightFloor,” “we,” or “us”), in connection to your access to and use of TheRightFloor’s services, including TheRightFloor’s website, available at https://therightfloor.com (the “Website”), TheRightFloor’s mobile application FloorWiz, available on iOS and Android systems (the “App”), and any communications with us (e.g., emails, phone calls, and texts) and other related services  (together with the Website and the App, the “Services”), effective as of the date you first accessed any of the Services. By accessing or using any of the Services, you are agreeing to these Terms, which form a legally binding contract between TheRightFloor and you.

 

You agree that by accessing the Services, you have read, understood, and agreed to be bound by all of these Terms, and you represent and warrant that you have the right, authority, and capacity to enter into these Terms. You may not access or use the Services, or accept these Terms, if you do not have the capacity to enter into these Terms. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SERVICES AND YOU MUST DISCONTINUE USE IMMEDIATELY.

Certain features of the Services may be subject to additional guidelines, terms, or rules (the “Additional Terms”), which will be posted on the Services in connection with such features. All such Additional Terms are incorporated by reference into these Terms. To the extent there is a conflict between these Terms and any Additional Terms for any of the Services, the applicable Additional Terms shall govern and take precedence over these Terms with respect to your use of or access to that certain Service.

 

PLEASE NOTE: THESE TERMS INCLUDE DISPUTE RESOLUTION PROVISIONS (SEE SECTION 14) THAT, WITH LIMITED EXCEPTIONS, REQUIRE THAT (1) CLAIMS YOU BRING AGAINST THERIGHTFLOOR BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION, AND (2) YOU WAIVE YOUR RIGHT TO BRING OR PARTICIPATE IN ANY CLASS, GROUP, OR REPRESENTATIVE ACTION OR PROCEEDING.

 

  • Scope of These Terms.

Your acceptance of these Terms, the Additional Terms, and the Privacy Policy (this should be a hyper link to the Privacy policy) is an express condition of, and governs your access to and use of the Services. By accessing, using, or downloading any of the Services, you hereby expressly acknowledge and agree to be bound by all of the terms and conditions of these Terms, the Additional Terms, and the Privacy Policy. If you do not accept and agree to these Terms, the Additional Terms, and/or the Privacy Policy, you may not access or use any of the Services. If you violate any provision of these Terms, the Additional Terms, and/or the Privacy Policy, we may, in our sole discretion, suspend, discontinue, or change your account or any aspect of your access to or use of the Services in whole or in part.

 

  • Reservation of Rights.

We reserve the right, in our sole discretion, to make changes or modifications to these Terms, the Additional Terms, or the Privacy Policy at any time and for any reason. We will alert you about any changes by updating the “Last updated” date of these Terms, and you expressly waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Terms to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms by your continued use of the Services after the date such revised Terms are published. We will do our best to notify you, whether via email, push notification, or prominent alert on the Services, when we update these Terms, Additional Terms, or the Privacy Policy.

 

  • Using the Services.

3.1 Eligibility.

  • The Services are not intended for children under 13 years of age. Individuals shall not access the Services unless they are at least 13 years of age. (the “User Age Threshold”). Users shall meet the User Age Threshold at all times in order to use the Services. Without limiting the foregoing, the Services are not available to individuals who do not meet the User Age Threshold; such individuals are prohibited from activities including, but not limited to, accessing the Services, and/or ordering floor sample through the Website or App. If you become aware that an individual who does not meet the User Age Threshold eligibility requirement pursuant to this Section 3.1 is using the Services, or has created an account with us using false, stolen, or otherwise misleading information, please contact us immediately in writing pursuant to Section 15.3 (Notices) of these Terms.
  • You may be asked to verify that you meet the User Age Threshold during your use of the Services and you hereby agree that you shall not misrepresent your age. You further represent that any party you invite to participate in any of the Services also meets the User Age Threshold, and agree not to invite participation from anyone not meeting the User Age Threshold as described above.
  • If you are using the Services on behalf of a business, you represent that you have the authority to bind the business to these Terms, the Additional Terms, the Privacy Policy, and any other related or pertinent agreements. The applicable business agrees to hold harmless and indemnify TheRightFloor and its officers, agents, and employees from any claim, suit or action arising from or related to the use of the Services or violation of these Terms, including any liability or expense arising from claims, losses, damages, suits, judgments, litigation costs, and attorneys’ fees. If you do not have such authority, you will be held individually liable for all actions taken under your user account.

3.2 Permission to Use the Services. We hereby grant you permission to use the Services subject to these Terms, and as applicable, the Additional Terms. Your use of the Services is at your own risk, including the risk that you might be exposed to Content (as defined below) that is offensive, indecent, inaccurate, objectionable, incomplete, fails to provide adequate warning about potential risks or hazards, or is otherwise inappropriate. “Content” shall mean text, images, photos, audio, video, and all other forms of data or communication, which may be generated by or submitted to the Service, and/or used by you (“Your Content”), by users of the Services (“User Content”), by us (“TheRightFloor Content”), and by parties other than you, us, or our users (“Third Party Content”). All Content that is made available in connection with the Services, including Your Content, User Content, TheRightFloor Content, and Third Party Content, shall be referred to herein as “Services Content.”

3.3 Availability of the Services. The Services may be modified, updated, interrupted, suspended or discontinued at any time without notice or liability.

 

  • Grant of License to Use the Services.

4.1 License. Subject to the terms of these Terms, TheRightFloor grants you a non-transferable, non-exclusive license to use the Services for your personal, noncommercial use, and to install and use the software TheRightFloor makes available for mobile devices via the App, in executable object code format only, solely on your own handheld mobile device and for your personal, noncommercial use.

4.2 License Restrictions. The rights granted to you in these Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Services; (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Services; (c) you shall not access the Services in order to build a similar or competitive service; and (d) except as expressly stated herein, no part of the Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. Any future release, update, or other addition to functionality of the Services shall be subject to the provisions of these Terms. All copyright and other proprietary notices on any content on the Services must be retained on all copies thereof.

4.3 Modification of License. TheRightFloor reserves the right, at any time, to modify, suspend, or discontinue the Services or any part thereof with or without notice. You agree that TheRightFloor will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Services or any part thereof.

4.4 Ownership. Excluding User Content and Third Party Content, you acknowledge that all the intellectual property rights, including any copyright, trademark, service mark, patent, trade name, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right (collectively, the “Intellectual Property Rights”), in the Services are owned by TheRightFloor or its agents. The provision of the Services does not transfer to you or to any third party any rights, title, or interest in or to such Intellectual Property Rights. TheRightFloor reserves all rights not granted in these Terms.

4.5 Third Party Platforms. You acknowledge and agree that the availability of the App is dependent on the third-party app platform from which you received the App, e.g., the Apple App Store® or the Google Play® Store (each, an “App Platform”). You acknowledge that these Terms are between you and TheRightFloor, and not with the applicable App Platform. TheRightFloor, not the applicable App Platform, is solely responsible for the App, the content thereof, maintenance, support services, and warranty therefor, and addressing any claims relating thereto (e.g., product liability, legal compliance, or infringement of Intellectual Property Rights). You agree to pay all fees charged by the applicable App Platform in connection with the App. Each App Platform may have its own terms and conditions to which you must agree before downloading the App from it. You agree to comply with, and your license to use the App is conditioned upon, your compliance with all applicable agreements, terms, and conditions of use/service, and other policies of the applicable App Platform. You acknowledge that the applicable App Platform (and its subsidiaries) is a third-party beneficiary of these Terms and will have the right to enforce these Terms.

 

  • Content.

5.1 General. You acknowledge and agree that TheRightFloor is not responsible for any User Content, Third Party Content, or Your Content, including its accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. TheRightFloor does not assume and will not have any liability or responsibility to you or to any other person or entity for your use or misuse of any Content.

5.2 Responsibilities Regarding Your Content. You are solely responsible for Your Content, and once posted or shared by TheRightFloor’s Services, Your Content may not always be withdrawn. You assume all risks associated with use of Your Content, including anyone’s reliance on its quality, accuracy, completeness, reliability, or usefulness by others, or any disclosure of Your Content that makes you or any third party personally identifiable. You hereby represent and warrant that (a) Your Content does not violate the Content Guidelines (as defined below) and (b) you own or have the necessary permissions to use and authorize the use of Your Content as described herein. You may not state or imply that Your Content is in any way provided, sponsored, or endorsed by TheRightFloor. Because you alone, and not TheRightFloor, are responsible for Your Content, you may expose yourself to liability if, for example, Your Content violates the Content Guidelines (as defined below) or other applicable laws. TheRightFloor is not obligated to backup any User Content, including Your Content. Notwithstanding the foregoing, User Content, including Your Content, may be deleted at any time. You are solely responsible for creating backup copies of Your Content, if you desire.

5.3 Restrictions to Your Content. You agree not to use the Services, or any of TheRightFloor’s social media pages or channels, to collect, upload, transmit, display, or distribute any Content that (a) violates any Intellectual Property Right; (b) is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, libelous, pornographic, obscene, patently offensive (e.g., material that promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual), or otherwise objectionable material of any kind or nature; or (c) violates any law, regulation, or obligations or restrictions imposed by any third party.

5.4 TheRightFloor’s License to Use Your Content. We may use Your Content in a number of different ways, including, but without limitation, by publicly displaying it, reformatting it, incorporating it into advertisements and other works, creating derivative works from it, promoting it, and distributing it. As such, you hereby grant, and your represent and warrant that you have the right to grant, to TheRightFloor an irrevocable, worldwide, perpetual, non-exclusive, royalty-free and fully-paid, assignable, sublicensable, and transferable license to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, modify, translate, remove, analyze, commercialize, and otherwise use Your Content for any purpose. You also irrevocably grant the users of the Services the right to access Your Content in connection with their use of the Services. You agree to irrevocably waive, and cause to be waived, against TheRightFloor and its users any claims and assertions of moral rights of attribution with respect to Your Content.

5.5 Feedback. If you provide TheRightFloor any feedback or suggestions regarding the Services (the “Feedback”), you hereby assign to TheRightFloor all rights in the Feedback and agree that TheRightFloor shall have the right to use such Feedback and related information in any manner it deems appropriate. TheRightFloor will treat any Feedback you provide to TheRightFloor as non-confidential and non-proprietary. You agree that you will not submit to TheRightFloor any information or ideas that you consider to confidential or proprietary. You agree that you grant us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide, assignable, sublicensable, transferable license to use, modify, prepare derivative works of, publish, distribute and sublicense the Feedback, and you irrevocably waive, and cause to be waived, against TheRightFloor and its users any claims and assertions of any moral rights contained in such Feedback.

5.6 Advertising. TheRightFloor and its agents or service providers may publicly display advertisements, paid content, and other information nearby or in association with Your Content. You are not entitled to any compensation for such advertisements. The manner, mode, and extent of such advertising are subject to change without specific notice to you.

5.7 Miscellaneous Content. User Content (including any that may have been created by users employed or contracted by TheRightFloor) does not necessarily reflect the opinion of TheRightFloor. Except as required by law, we have no obligation to retain or provide you with copies of Your Content, and we do not guarantee any confidentiality with respect to Your Content. We reserve the right to remove, screen, edit, or reinstate User Content at our sole discretion for any reason or no reason, and without notice to you. For example, we may remove a post if we believe it violates our Content Guidelines (as defined below).

5.8 Content Guidelines. This section sets forth the “Content Guidelines” on TheRightFloor’s Services:

  • General. We may provide you areas on the Services to publish Your Content. You must have a valid Account with TheRightFloor to publish Your Content on the Services.
  • Guidelines for Publication. When posting Your Content on the Services, you must comply with the following criteria: (i) Your Content should not contain offensive profanity; abusive, racist, offensive, or hate language; or any other elements in contravention of Section 5.3 of these Terms; (ii) Your Content should not contain discriminatory references based on religion, race, gender, national or ethnic origin, age, marital status, sexual orientation, gender identity, veteran status, or disability; (iii) Your Content should not contain references to illegal activity; (iv) Your Content should not contain spam, advertisements, and/or links to external websites; (v) Your Content should not disparage the TheRightFloor Entities (as defined in Section 8 below) or any other person or entity; (vi) you should not be affiliated with competitors if posting negative Content; (vii) you should not make any conclusions as to the legality of conduct; (viii) you may not post any false or misleading statements; and (ix) you may not organize a campaign encouraging others to post reviews, whether positive or negative.
  • Image Uploads. To the extent Your Content includes image files, such files shall not include messy or cluttered backgrounds, brand names, identifiable personal information (e.g., license plate numbers), paraphernalia, exposed body parts, or pornography or other graphic images.
  • Technological Restrictions. You agree not to use the Services to (i) upload, transmit, or distribute any computer viruses, worms, or any software intended to damage or alter a computer system or data; (ii) send unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (iii) harvest, collect, gather or assemble information or data regarding other users, including email addresses, without their consent; (iv) interfere with, disrupt, or create an undue burden on servers or networks connected to the Services or violate the regulations, policies or procedures of such networks; (v) attempt to or impersonate another user or TheRightFloor or gain unauthorized access to the Services, other computer systems or networks connected to or used together with the Services, through password mining or other means; (vi) harass or interfere with another user’s use and enjoyment of the Services; or (vii) introduce software or automated agents or scripts to the Services so as to produce multiple accounts, generate automated searches, requests and queries, or to strip, scrape, or mine data from the Services.
  • Reservation of Rights; Limitation of Liability. We reserve the right to review, accept, reject, or remove User Content, including Your Content, and/or take appropriate action against you, in our sole discretion, if we, in our sole discretion, suspect that you have violated these Content Guidelines pursuant to this Section 5.8 or any other provision of these Terms or otherwise create liability for us or any other person. We have absolutely no obligation to screen User Content or to delete User Content, even if anyone considers such Content objectionable or inaccurate. User Content, including Your Content, is not endorsed by us, and do not necessarily represent our opinions or the views of any of the TheRightFloor Entities (as defined in Section 8 below) or their partners. We do not assume liability for any User Content or Third Party Content, or for any claims, liabilities, or losses resulting from any User Content or Third Party Content. If you believe that a user of TheRightFloor is, through the use of the Services, posting User Content in violation of these Content Guidelines, please report such violations to us by sending us a written notice pursuant to Section 15.3 of these Terms.
  • Communications.

6.1 General. By accessing or using the Services, you consent to receive communications from TheRightFloor through the Services, or through any other means, such as emails, push notifications, text messages (including SMS), phone calls, or by posting notices and messages on the Services. These communications may promote TheRightFloor or businesses listed on TheRightFloor’s Services, and may be initiated by TheRightFloor, by businesses listed on TheRightFloor’s Services, or other users.

6.2 Text Messaging. Notwithstanding the foregoing, by using the Services, you agree and consent to TheRightFloor and those acting on TheRightFloor’s behalf to send you text messages (including SMS) at the phone number you provide to us. These messages may include operational messages about your use of the Services, as well as marketing or other promotional messages as described in Section 6.1 of these Terms. Messages sent from TheRightFloor or TheRightFloor’s service providers, as applicable, may include, but are not limited to, operational communications concerning your Account or use of the Services; updates concerning new and existing features on TheRightFloor’s Services; communications concerning promotions run by us or our third-party partners; and news concerning TheRightFloor and industry developments. Standard text messaging rates applied by your cell phone carrier will apply to text messages that we send. Your agreement to receive promotional texts is not a condition of purchase of any goods or services offered by us. If you change or deactivate the phone number you had previously provided to us, you must update your Account information to help prevent us from inadvertently communicating with anyone who acquires your old number. You agree that texts, calls, or prerecorded messages may be generated by automatic telephone dialing systems and hereby waive your right to pursue any claims arising under the Telephone Consumer Protection Act of 1991 (“TCPA”). To the extent any claim under the TCPA is deemed un-waivable, you agree that by using the Services, you are agreeing that any such un-waivable claim arising under the TCPA will be arbitrated on an individual, not class or representative, basis, as set forth in Section 14.

6.3 Opting Out of Text Messaging Communications from TheRightFloor. By assenting to these Terms, you are agreeing to receive text messages until you opt out. You may opt out of receiving promotional text messages from us at any time by replying STOP to a promotional text message from TheRightFloor. You may opt out of receiving all text messages from TheRightFloor at any time by deleting your Account or by replying “STOP” to any text message from TheRightFloor. Be aware that if you opt out of receiving all text messages from TheRightFloor, you may not be able to use certain Services. You may continue to receive text messages for a short period while we process your request, and you may also receive text messages confirming the receipt of your opt-out request. By assenting to these Terms, you are waiving your right to pursue any claims arising under the TCPA related to any messages sent to you while the opt-out request is pending. To the extent any claim under the TCPA is deemed nonwaivable, you agree that by using the Services, you are agreeing that any such nonwaivable claim arising under the TCPA will be arbitrated on an individual, not class or representative, basis, as set forth in Section 14.

6.4 Opting Back In To Text Messaging Communications from TheRightFloor. You may opt back into receiving text messages from TheRightFloor at any time by replying “START” to a text message from TheRightFloor.

6.5 Email Communications. By assenting to these Terms, you agree that we may send you emails concerning our Services and the third-party products promoted on the Services. You may opt out of such email communications by following the unsubscribe instructions in the footer of one of our promotional emails.

6.6 Push Notifications for the App. By assenting to these Terms, and by installing and using the App on your mobile device, you agree to receive push notifications, which are messages the App will send to you on your mobile device even when you are not actively using the App. You can opt out and stop getting push notifications by adjusting your mobile device’s settings.

 

  • Intellectual Property.

7.1 Ownership. As between you and TheRightFloor, you own Your Content. TheRightFloor owns the TheRightFloor Content, including but not limited to visual interfaces, interactive features, graphics, design, compilation (including, but not limited to, our selection, coordination, aggregation, and arrangement of User Content and other Services Content), computer code, products, software, aggregate star ratings, and all other elements and components of the Services excluding Your Content, User Content and Third Party Content. We also own the Intellectual Property Rights throughout the world associated with the TheRightFloor Content and the Services, which are protected by copyright, trade dress, patent, trademark, and trade secret laws and all other applicable intellectual and proprietary rights and laws. As such, you may not sell, license, copy, publish, modify, reproduce, distribute, create derivative works or adaptations of, publicly display or in any way use or exploit any of the TheRightFloor Content in whole or in part except as expressly authorized by us. Except as expressly and unambiguously provided herein, we do not grant you any express or implied rights, and all rights in and to the Services and the TheRightFloor Content are retained by us.

7.2 Infringement Notices. TheRightFloor respects the intellectual property of others and requires that users of the Services do so when using the Services, as well. In connection with the Services, we have adopted and implemented a policy with respect to copyright law, pursuant to the Digital Millennium Copyright Act, particularly 17 U.S.C. § 512(c), that provides for the removal of any infringing materials and for the termination, if appropriate, to be determined in TheRightFloor’s sole and absolute discretion, of Accounts of users using the Services who are repeat infringers of Intellectual Property Rights, including copyrights. If you believe that a user of TheRightFloor is, through the use of the Services, unlawfully infringing copyright(s) or trademark(s) of another, please report such infringement to us by sending us a written notice to the contact information pursuant to Section 7.5 of these Terms, with the following information, so that we may investigate and/or remove the infringing Content:

  • Identify the copyrighted or trademarked work that you claim has been infringed;
  • Identify the allegedly infringing Content, and information reasonably sufficient to permit TheRightFloor to locate it on the Services (e.g., the URL for the web page on which the Content appears, the date/time of the post appearing on the user’s Account page);
  • State that you have a good faith belief that the use of the Content identified in your notice in the manner complained of is not authorized by the copyright/trademark owner, its agent, or the law (this statement must be made by you);
  • State that you attest, under penalty of perjury, that the information in your notice is accurate and that you are the copyright/trademark owner or authorized to act on the owner’s behalf (this statement must be made by you);
  • Your physical or electronic signature; and
  • Your contact information (address, telephone number, and email address).

7.3 Infringement Counter-Notices. We recognize that some of our users may try to abuse the policies outlined in Section 7.2 of these Terms for their own gain, and would like to minimize the harm brought by such users who abuse the scope of their own Intellectual Property Rights. As such, if you were the recipient of an infringement notice pursuant to Section 7.2 of these Terms, and believe that Your Content should not have been removed for alleged copyright or trademark infringement, you may send us a written counter-notice to the contact information pursuant to Section 7.5 of these Terms, with the following information:

  • Identify the copyrighted or trademarked work that was removed, and the location on the Services where it would have been found prior to its removal;
  • State, under penalty of perjury, that you have a good faith belief that the content was removed as a result of a mistake or misidentification (this statement must be made by you). For trademark disputes only, you must provide information reasonably sufficient to explain why you believe you are not infringing the trademarked work;
  • State that you consent either to the jurisdiction of (a) the Federal District Court for the judicial district in which your address is located if you live in the United States, or (b) any judicial district in which TheRightFloor is located if you live outside the United States (this statement must be made by you). Please also include a statement that you will accept service of process from the person who sent the original infringement notice to TheRightFloor, or an agent of such person;
  • Your physical or electronic signature; and
  • Your contact information (address, telephone number, and email address).

7.4 Allegations of Infringement. PURSUANT TO 17 U.S.C. § 512(f), ANY MISREPRESENTATION OF MATERIAL FACT (FALSITIES) IN A WRITTEN NOTIFICATION AUTOMATICALLY SUBJECTS THE COMPLAINING PARTY TO LIABILITY FOR ANY DAMAGES, COSTS AND ATTORNEYS FEES INCURRED BY US IN CONNECTION WITH THE WRITTEN NOTIFICATION AND ALLEGATION OF COPYRIGHT INFRINGEMENT.

7.5 Copyright Agent – To Whom Notices Are Sent. We will respond to all such notices we receive pursuant to Sections 7.2 and 7.3 of these Terms and comply with applicable law. We reserve the right to remove Content alleged to be infringing without prior notice and at our sole and absolute discretion. We also reserve the right to terminate a user’s Account if the user is determined to be a repeat infringer. You may send us your notices pursuant to Sections 7.2 and 7.3 of these Terms by contacting us at:

Attention: Copyright Agent

TheRightFloor LLC

Email: sales@therightfloor.com

 

  • Indemnity.

You agree to indemnify, defend, and hold harmless TheRightFloor, its suppliers, licensors, partners, and related entities, and the officers, directors, employees, agents, contractors, and representatives of each of them (collectively, the “TheRightFloor Entities”) from and against any and all third party claims, actions, demands, losses, damages, costs, liabilities and expenses (including but not limited to attorneys’ fees and court costs)  arising out of or relating to: (i) your access to or use of the Services, including Your Content, (ii) your violation of these Terms, (iii) your breach of your representations and warranties provided under these Terms, (iv) any products or services purchased or obtained by you in connection with the Services, (v) if you are a seller on the Website, your products or services, or the marketing or provision thereof to end users, (vi) the infringement by you, or any third party using your Account, of any Intellectual Property Right or other right of any person or entity, or (vii) your violation of applicable laws or regulations. TheRightFloor reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any such matter without the prior written consent of TheRightFloor. TheRightFloor will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

 

  • Third-Party Content and Services.

9.1 Third-Party Interactions. During the use of the Services, you may enter into correspondence with, participate in promotions of, and, through use of the Website, purchase goods and/or services from third-party service providers, advertisers, or sponsors displaying their goods and/or services through the Services (each, a “Third-Party Service”). In particular, TheRightFloor is not a party to any transaction that you may enter into with a Third-Party Service. Any such activity, and any terms, conditions, warranties, or representations associated with such activity, is solely between you and the applicable Third-Party Service. TheRightFloor shall not have any liability, obligation, or responsibility for any such correspondence, promotion, purchase, or transaction between you and any such Third-Party Service. You agree that it is your responsibility to take reasonable precautions in all actions and interactions with any Third-Party Service you interact with through the Services.

9.2 Third-Party Materials. The Services might display, include, or make available third-party content, including, without limitation, data, information, articles, applications, or other products, services, and/or materials, or contains links to third-party websites, services, and/or advertisements for third parties such as Offers (as defined below) and dispensary menus, including pricing, product names, and product descriptions (collectively, “Third-Party Materials”). You acknowledge and agree that TheRightFloor is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. TheRightFloor does not assume and will not have any liability or responsibility to you or any other person or user for any Third-Party Materials. Third-Party Materials and links thereto are provided solely as a convenience to you and you access and use them entirely at your own risk. When you link to a Third-Party Material, the applicable Third-Party Service’s terms, conditions, and policies apply, including the Third-Party Service’s privacy and data gathering practices. You should become familiar and make sure you are comfortable with such terms, conditions, and policies before proceeding with any transaction in connection with such Third-Party Material.

9.3 Release. In consideration of your use of the Services, you hereby release and forever discharge and hold harmless the TheRightFloor Entities from, and hereby waive and relinquish your rights with respect to, each and every past, present, and future dispute, claim, controversy, demand, right, obligation, liability, action, and cause of action of every kind and nature (including claims related to privacy, receipt of text messages, personal injuries, death, and property damage), known or unknown, that has arisen or arises directly or indirectly out of, or relates directly or indirectly to, any interactions with, or act or omission of, other users of the Services, interactions with Third-Party Services, or Third-Party Materials. IF YOUR ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” If you are a non-California resident, you hereby agree that the release above applies to all claims, including claims you did not know existed at the time you signed these Terms.

 

  • Representations and Warranties.

10.1 Affirmative Representations and Warranties. You represent and warrant that:

  • You have read and understood our Content Guidelines above; and
  • You have read and understood our Privacy Policy. If you use the Services outside of the United States of America, you consent to having your personal data transferred to and processed in the United States of America.

10.2 Negative Representations and Warranties. You also represent and warrant that you will not, and will not assist, encourage, or enable others to use the Services to:

  • Violate these Terms, including the Content Guidelines, the Additional Terms, or the Privacy Policy;
  • Post any fake or defamatory review or Content, trade reviews with others, or compensate someone or be compensated to post, refrain from posting, or remove a review;
  • Violate any third party’s rights, including any breach of confidence or any Intellectual Property Right as defined in these Terms;
  • Threaten, stalk, harm, or harass others, or promote bigotry or discrimination;
  • Promote a business or other commercial venture or event, or otherwise use the Services for commercial purposes, except in connection with a partnership between such business and TheRightFloor;
  • Engage in keyword spamming or otherwise attempt to manipulate the Services’ search results, reviews, or any Third-Party Material;
  • Solicit personal information from other users, or submit or transmit pornography;
  • Violate any applicable law, regulation, or rule;
  • Modify, adapt, appropriate, reproduce, distribute, translate, create derivative works or adaptations of, publicly display, sell, trade, or in any way exploit the Services or Services Content (other than Your Content), except as expressly authorized by TheRightFloor;
  • Use any robot, spider, search or retrieval application, or other automated device, process, or means to access, retrieve, copy, scrape, or index any portion of the Services or any Services Content, except as expressly permitted by TheRightFloor;
  • Reverse engineer any portion of the Services, unless applicable law prohibits this restriction, in which case you agree to provide us with 30 days’ prior written notice in accordance with the Notices provision of these Terms (Section 15.3);
  • Remove or modify any Intellectual Property Rights notice that appears on any portion of the Services or on any materials printed or copied from the Services;
  • Record, process, or mine information about users;
  • Access, retrieve, or index any portion of the Services for purposes of constructing or populating a searchable database of product reviews;
  • Reformat or frame any portion of the Services;
  • Take any action that imposes, or may impose, in our sole discretion, an unreasonable or disproportionately large load on TheRightFloor’s technology infrastructure or otherwise makes excessive traffic demands of the Services;
  • Attempt to gain unauthorized access to the Services, Accounts, computer systems or networks connected to the Services through hacking, password mining, or any other means;
  • Use the Services or Services Content to transmit any viruses, worms, defects, Trojan horses, malicious code, spyware, malware, or other items of a destructive or harmful nature;
  • Use any device, software, or routine that interferes with the proper working of the Services, or otherwise attempt to interfere with the proper working of the Services;
  • Use the Services to violate the security of any computer network, crack passwords, or security encryption codes; disrupt or interfere with the security of, or otherwise cause harm to, the Services or the Services Content; or
  • Remove, circumvent, disable, damage, or otherwise interfere with any security-related features of the Services, features that prevent or restrict the use or copying of the Services Content, or features that enforce limitations on the use of the Services.
  • Disclaimers.

THE SERVICES AND SERVICES CONTENT ARE MADE AVAILABLE TO YOU ON AN “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE” BASIS, WITH THE EXPRESS UNDERSTANDING THAT THE THERIGHTFLOOR ENTITIES MAY NOT MONITOR, CONTROL, OR VET USER CONTENT OR THIRD PARTY CONTENT. AS SUCH, YOUR USE OF THE SERVICES IS AT YOUR OWN DISCRETION AND RISK. THE THERIGHTFLOOR ENTITIES MAKE NO CLAIMS OR PROMISES ABOUT THE QUALITY, COMPLETENESS, ACCURACY, OR RELIABILITY OF THE SERVICES, THEIR SAFETY OR SECURITY, INCLUDING WITHOUT LIMITATION THE SECURITY OF YOUR DATA, OR THE SERVICES CONTENT. ACCORDINGLY, THE THERIGHTFLOOR ENTITIES ARE NOT LIABLE TO YOU FOR ANY PERSONAL INJURY, LOSS OR DAMAGE THAT MIGHT ARISE, FOR EXAMPLE, FROM THE SERVICES’ INOPERABILITY, DEPLETION OF BATTERY POWER OR OTHER IMPAIRMENT OF DEVICES USED TO ACCESS THE SERVICES, UNAVAILABILITY OF SERVICES, SECURITY VULNERABILITIES, OR FROM YOUR RELIANCE ON THE QUALITY, ACCURACY, OR RELIABILITY OF THE BUSINESS LISTINGS, RATINGS, REVIEWS (INCLUDING THEIR CONTENT OR OMISSION OF CONTENT, ORDER, AND DISPLAY), METRICS OR OTHER CONTENT FOUND ON, USED ON, OR MADE AVAILABLE THROUGH THE SERVICES.

 

  • Limitation of Liability.

12.1 General. PLEASE READ THIS SECTION CAREFULLY SINCE IT LIMITS THE LIABILITY OF THE THERIGHTFLOOR ENTITIES TO YOU. EACH OF THE SUBSECTIONS BELOW ONLY APPLIES UP TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW. NOTHING HEREIN IS INTENDED TO LIMIT ANY RIGHTS YOU MAY HAVE WHICH MAY NOT BE LAWFULLY LIMITED. BY ACCESSING OR USING THE SERVICES, YOU REPRESENT THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO THESE TERMS, INCLUDING THIS SECTION. YOU ARE GIVING UP SUBSTANTIAL LEGAL RIGHTS BY AGREEING TO THESE TERMS.

12.2 THE THERIGHTFLOOR ENTITIES MAKE NO CLAIMS OR PROMISES WITH RESPECT TO ANY THIRD PARTY, SUCH AS THERIGHTFLOOR’S PARTNERS LISTED ON THE SERVICES OR THAT OFFER GOODS OR SERVICES THROUGH THE SERVICES, OR THE SERVICES’ USERS. ACCORDINGLY, THE THERIGHTFLOOR ENTITIES ARE NOT LIABLE TO YOU FOR ANY PERSONAL INJURY, LOSS OR DAMAGE THAT MIGHT ARISE FROM ANY SUCH THIRD PARTY’S ACTIONS OR OMISSIONS, INCLUDING, FOR EXAMPLE, IF ANOTHER USER OR ENTITY MISUSES YOUR CONTENT, IDENTITY OR PERSONAL INFORMATION, OR IF YOU HAVE A NEGATIVE EXPERIENCE WITH ONE OF THERIGHTFLOOR’S PARTNERS LISTED OR FEATURED ON THE SERVICES. YOUR PURCHASE AND USE OF PRODUCTS OR SERVICES OFFERED IS AT YOUR OWN DISCRETION AND RISK.

12.3 YOUR SOLE AND EXCLUSIVE RIGHT AND REMEDY IN CASE OF DISSATISFACTION WITH THE SERVICES, RELATED SERVICES, OR ANY OTHER GRIEVANCE SHALL BE YOUR TERMINATION AND DISCONTINUATION OF ACCESS TO, OR USE OF THE SERVICE.

12.4 THE THERIGHTFLOOR ENTITIES’ MAXIMUM AGGREGATE LIABILITY TO YOU FOR LOSSES OR DAMAGES THAT YOU SUFFER IN CONNECTION WITH THE SERVICES OR THESE TERMS IS LIMITED TO THE GREATER OF (i) THE AMOUNT PAID, IF ANY, BY YOU TO THE THERIGHTFLOOR ENTITIES IN CONNECTION WITH THE SERVICES IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, OR (ii) $100.

12.5 THE THERIGHTFLOOR ENTITIES’ LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. THE THERIGHTFLOOR ENTITIES WILL NOT BE LIABLE FOR ANY (i) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, RELIANCE, OR CONSEQUENTIAL DAMAGES, (ii) LOSS OF PROFITS OR REVENUE, (iii) BUSINESS INTERRUPTION, (iv) REPUTATIONAL HARM, (v) LOSS OF INFORMATION OR DATA; OR (vi) LIABILITY WITH RESPECT TO A CONSUMER ALERT POSTED ON ANY PAGES ON THE SERVICES. THE WAIVERS AND LIMITATIONS SPECIFIED IN THIS SECTION 12 WILL SURVIVE AND APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE.

 

  • Term and Termination.

Subject to this Section 13, these Terms will remain in full force and effect while you use the Services. We may (a) suspend your rights to use the Services (including your Account) or (b) terminate these Terms, at any time for any reason at our sole discretion, including for any use of the Services in violation of these Terms. Upon termination of these Terms, your Account and right to access and use the Services will terminate immediately. You understand that any termination of your Account involves deletion of Your Content associated therewith from the Services and live databases. TheRightFloor will not be liable to you whatsoever for any termination of these Terms, including for termination of your Account or deletion of Your Content. Even after these Terms are terminated, the following provisions of this Agreement will remain in effect: Sections 4.2-4.4, 5–15.

 

  • Arbitration, Disputes, and Choice of Law.

14.1 General. Except for disputes brought in small claims court, all disputes between you and TheRightFloor arising out of, relating to, or in connection with the Services shall be exclusively settled through binding arbitration pursuant to the then-current rules of the American Arbitration Association (“AAA”) for commercial arbitration and not in court. This agreement to arbitrate applies to any claim brought under the laws of any state or national government, including claims under the TCPA as defined herein, the Federal Trade Commission Act, the Consumer Product Safety Act, or any other federal, state or local law or ordinance. There is no judge or jury in arbitration and you are agreeing to waive your right to pursue claims in court to the greatest extent permitted by law. Arbitration procedures are simpler and more limited than rules applicable in court and review by a court is limited. YOU AND THERIGHTFLOOR AGREE THAT ANY SUCH ARBITRATION SHALL BE CONDUCTED ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION. Notwithstanding any provision in these Terms to the contrary, if the class and representative-action waiver in the prior sentence is deemed invalid or unenforceable, however, neither you nor we are entitled to arbitration, and any class or representative-action claims shall proceed in a court of competent jurisdiction in San Mateo County, California. Arbitration may be conducted in person, through the submission of documents, by phone or online. This arbitration agreement is entered into and enforceable pursuant to the Federal Arbitration Act. The arbitrator’s award may be entered in any court of competent jurisdiction. The arbitrator may award damages to you individually as a court could, including declaratory or injunctive relief, but only to the extent required to satisfy your individual claim. Notwithstanding any provision in these Terms to the contrary, we agree that if TheRightFloor makes any future change to this dispute resolution provision, it will not apply to any individual claim(s) that TheRightFloor has already received notice of. Information on AAA and how to start arbitration can be found at www.adr.org or by calling 800-778-7879. If the arbitration in this Section 14.1 is found unenforceable or not to apply for a given dispute, then the proceeding must be brought exclusively in a court of competent jurisdiction in San Mateo County, California. You hereby accept the exclusive jurisdiction of such court for this purpose. To the extent enforceability of these Terms requires reference to any state law, the Parties agree such reference shall be to the laws of the State of California without regard to conflict of law provisions.

14.2 Pre-Arbitration Dispute Resolution. Prior to resorting to formal dispute resolution procedures, you hereby agree to try to resolve disputes amicably and efficiently by emailing customer support at sales@TheRightFloor.com. Any communication to us regarding any dispute you have must be sent within sixty (60) calendar days of the date of the event giving rise to the dispute. You agree that engaging in this pre-arbitration dispute resolution procedure is a prerequisite to initiating a complaint in arbitration or any other form. If pre-arbitration dispute resolution efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice of Dispute”) within sixty (60) calendar days of the date on which the parties agree that the pre-arbitration dispute resolution has failed. The Notice of Dispute to TheRightFloor should be sent to the address identified in the Notices provision of these Terms, Section 15.3, below. You hereby agree that failure to follow any of the steps outlined in this Section 14.2 operates as a waiver of your right to pursue your claims in arbitration or any other forum.

14.3 Confidentiality. All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.

14.4 Future Changes to Arbitration Agreement. Notwithstanding any provision in these Terms to the contrary, we agree that if we make any future change to this Section 14 (other than a change to the Notices address) while you are a user of the Services, you may reject any such change by sending us written notice within thirty (30) calendar days of the change to the address provided in the Notices section below pursuant to Section 15.3. By rejecting any future change, you are agreeing that you will individually arbitrate any dispute between us in accordance with the language of this Section 14 as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).

 

  • General Terms.

15.1 Modifications to These Terms. We reserve the right to modify, update, or discontinue the Services at our sole discretion, at any time, for any or no reason, and without notice or liability. The modifications will be effective immediately. You agree to review these Terms periodically so that you are aware of any modifications. Continued use of the Services following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the updated Terms, except as otherwise provided in Section 14.4.

15.2 Third Party Rights. Except as otherwise stated in Section 9 above, nothing herein is intended, nor will be deemed, to confer rights or remedies upon any third party.

15.3 Notices. All notices, requests, demands and other communications under these Terms shall be made in writing by (i) first class mail with postage prepaid, deemed received on the third (3rd) business day after the date on which it is so mailed; or (ii) email, deemed received on the first (1st) business day after the date on which it is sent:

To TheRightFloor, at the following:

TheRightFloor LLC

Email: sales@therightfloor.com

To you, at the contact information listed under your Account.

15.4 Copyright and Trademark Information. Copyright © 2023, TheRightFloor LLC. All rights reserved. Apple®, App Store®, and iTunes® are registered trademarks of Apple Inc. (“Apple”). Google Play® is a registered trademark of Google LLC. You acknowledge and agree that you are not permitted to use TheRightFloor’s trademark or any third-party marks displayed on TheRightFloor’s Services without prior written consent from, respectively, TheRightFloor LLC, Apple, Google or the owners of such third-party marks.

15.5 Entire Agreement. These Terms contain the entire agreement between you and TheRightFloor regarding the use of the Services, and supersede any prior agreement between you and TheRightFloor on such subject matter. The parties acknowledge that no reliance is placed on any representation made but not expressly contained in these Terms.

15.6 Waiver. Any failure on TheRightFloor’s part to exercise or enforce any right or provision of these Terms does not constitute a waiver of such right or provision. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. These Terms may not be waived, except pursuant to a writing executed by TheRightFloor.

15.7 Severability. If any provision of these Terms is found to be unenforceable or invalid by an arbitrator or court of competent jurisdiction, then only that provision shall be modified to reflect the parties’ intention or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect and enforceable.

15.8 Assignment. These Terms, and any rights or obligations hereunder, are not assignable, transferable or sublicensable by you except with TheRightFloor’s prior written consent, but may be assigned or transferred by TheRightFloor without restriction. Any attempted assignment by you shall violate these Terms and be void.

15.9 No Agency. You agree that no joint venture, partnership, employment, agency, special or fiduciary relationship exists between you and TheRightFloor as a result of these Terms or your use of the Services.

15.10 Titles and Headings. The section titles in these Terms are for convenience only and have no legal or contractual effect.

 

 

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